The First Quarterly Report 2009 of Changchai Company Limited 1 CHANGCHAI COMPANY, LIMITED THE FIRST QUARTERLY REPORT FOR YEAR 2009 §1 Important Notice 1.1 The Board of Directors, the Supervisory Committee, directors, supervisors and senior executives of the Changchai Company, Limited (hereinafter referred to as the Company) warrant that this report does not contain any false or misleading statements or omit any material facts and all information set forth herein are true, accurate and complete. 1.2 None of the directors, supervisors, senior management staffs demonstrated uncertainty or disagreement about the truthfulness, accuracy, and completeness of this quarterly report. 1.3 Director He jianguang were absent from the Board meeting due to some reasons, and respectively entrusted Director Shi Jianchun to vote on his behalf. 1.4 The first quarterly financial report has not been audited. 1.5 Person in charge of the Company Mr. Xue guojun, person in charge of the accounting Mr. He Jianguang and person in charge of accounting organizations Mr. Tang Jianzhong hereby confirm that the Financial Report enclosed in the Quarterly Report is true and complete. §2 Company Profile 2.1 Main accounting data and financial indicators Unit: RMB As at 31 Mar. 2009 As at 31 Dec. 2008 Increase/decrease (%) Total assets 2,174,620,132.37 1,897,782,775.32 14.59 Owners’ equity (shareholders’ equity) 1,312,959,728.61 1,147,886,088.12 14.38 Share capital 374,249,551.00 374,249,551.00 0.00 Net assets per share 3.51 3.07 14.33 Jan.-Mar. 2009 Jan.-Mar. 2008 Increase/decrease (%) Total sales 623,404,066.93 617,446,219.98 0.96 Net profit 33,923,390.49 8,073,280.59 320.19 Net cash flow arising from operating activities 176,366,986.69 -17,006,274.41 —— Net cash flow per share arising from operating activities 0.47 -0.05 —— Basic earnings per share 0.09 0.02 350.00 Diluted earnings per share 0.09 0.02 350.00 Return on equity (%) 2.58 0.56 2.02The First Quarterly Report 2009 of Changchai Company Limited 2 Return on equity after deducting extraordinary gains and losses(%) 1.59 0.68 0.91 Items of extraordinary gains and losses Unit: RMB The Company acquired RMB 14,709,375.00 through sale of 4,500,000 shares of Foton Motor. 2.2 Total number of shareholders as at the end of reporting period and shares held by the top ten shareholders not subject to trading moratorium Unit: Share Total shareholders at the end of report period 63144 shareholders (including 45158 ones of A-share and 17986 ones of B-share) Shares held by the top ten tradable shareholders Name of shareholder (full name) Number of shares not subject to trading moratorium Type of share 1. State-owned Assets Supervision & Management Committee of Changzhou Municipal People's Government 37,424,956 Renminbi Ordinary Shares 2. Shi Hui 5,430,000 Renminbi Ordinary Shares 3. Wu Yinting 2,975,581 Renminbi Ordinary Shares 4. CHINA FOREIGN ECONOMY AND TRADE TRUST CO., LTD.-Huifu Trust Plan 3 2,772,306 Renminbi Ordinary Shares 5. Han Huiling 2,385,400 Renminbi Ordinary Shares 6. LGT BANK IN LIECHTENSTEIN AKTIENGESELLSCHAFT 2,180,061 Domestically listed foreign shares 7. China Construction Bank-ICBCCS Select Balanced Equity Fund 1,999,906 Renminbi Ordinary Shares 8. GUOTAI JUNAN SECURITIES 1,483,204 Domestically listed foreign shares Items of extraordinary gains and losses Amount from the year-begin to the end of reporting period Gains and losses on change in fair value from tradable financial assets and tradable financial liabilities, as well as investment income from disposal of tradable financial assets and tradable financial liabilities and financial assets available for sales except for effective hedging related with normal businesses of the Company 14,709,375.00 Net non-operating income and expenses 1,965,318.66 Impact on income tax -3,677,343.75 Total 12,997,349.91The First Quarterly Report 2009 of Changchai Company Limited 3 (HONGKONG) LIMITED 9. China Resources SZITIC Trust Co., Ltd. –MoneyMore Investment Fund Trust Plan Phase 1 1,255,949 Renminbi Ordinary Shares 10. Wu lanzhen 1,231,900 Renminbi Ordinary Shares §3 Significant Events 3.1 Particular about large-margin change of main accounting statement item and financial index and its reason √Applicable □Inapplicable 1. In the reporting period, the cash increased by 43.61% compared with the amount at year-begin, which was mainly because the Company had good sale in the reporting period and acquired cash through sales of inventory at year-begin and sales of 4,500,000 shares of Foton Motor in the reporting period. 2. At the end of the reporting period, transactional financial assets decreased due to the sales of 4,500,000 shares of Foton Motor in the reporting period. 3. Accounts receivable increased by 67.37% compared with the amount at year-begin, which was mainly because the Company gave appropriate credits in sale based on agreements and plans in this quarter, so as to expand market space. 4. Inventory decreased by 58.45% compared with the amount at year-begin, which was mainly because part of inventory prepared by the Company for this quarter had been sold out. 5. Financial assets available for sale increased by 100.48% compared with the amount at year-begin, which was mainly because the fair value of 36,125,000 shares of Foton Motor held by the Company increased at the end of the reporting period. 6. Other payable increased by 45.12% compared with the amount at year-begin, which was mainly because the Company had good sale in the reporting period and part of selling concession had been withdrawn according to the sales policies of the Company. 7. Deferred tax liabilities increased by 106.61% compared with the amount at year-begin, which was mainly because the fair value of 36,125,000 shares of Foton Motor held by the Company increased at the end of the reporting period. 8. Investment income increased compared with that of last year, which was because the Company acquired RMB 14,710,000 through sale of 4,500,000 shares of Foton Motor. 9. Net profit increased by 320.19% compared with that of last year, which was mainly because the Company exerted control over production cost, and the major business profits increased with the increase of gross profit rate. Besides, the sale of 4,500,000 shares of Foton Motor brought about an income of RMB 14,710,000. 3.2 The progress and influence of significant events and the analysis and explanation on resolving proposalThe First Quarterly Report 2009 of Changchai Company Limited 4 □Applicable √Inapplicable 3.3 The fulfillment of the commitment made by the Company, shareholders and the actual controller □Applicable √Inapplicable 3.4 Warnings of possible loss or large-margin change of the accumulated net profit made during the period from the beginning of the year to the end of the next report period compared with the same period of the last year according to prediction, as well as explanations on the reasons □Applicable √Inapplicable 3.5 Other significant events that need to be explained 3.5.1 Whether there is the capital provided by the Company to the controlling shareholders or other related parties, or external guarantee in violation of established procedure □Applicable √Inapplicable 3.5.2 Plan to the Share Holdings proposed or implemented by the shareholders holding over 30% equities of the Company in the reporting period □Applicable √Inapplicable 3.5.3 Securities investment √Applicable □Inapplicable Unit: RMB Yuan No. Type of securities Securities code Short form of securities Initial investment amount (Yuan) Holding number Book value in period-end Proportion of total securities in period-end (%) Gains/losses in the report period Other securities investments held in period-end 0.00 - 0.00 0.00% 0.00 Securities investment gain/loss sold out in the period - - - - 14,709,375.00 Total 0.00 0.00 0.00% 14,709,375.00 3.5.4 Equity of other listed companies held by the Company √Applicable □Inapplicable Unit: RMB Yuan Stock code Short form of stock Initial investment amount Equity proportion in that of this company Book value at the period-end Profit and loss in the report period Change in the owners’ equity in the report period Subject for accounting calculation Source of shares 600166 Foton Motor 41,784,000.00 4.45% 348,606,250.00 0 174,845,000.00 Financial ass ets available Exchange assets ofThe First Quarterly Report 2009 of Changchai Company Limited 5 for sale Changcha i Group in 1999 900953 *ST Kaima B 31,706,441.63 5.49% 31,706,441.63 0 0.00 Long-term in vestment on stocks By lawsuits 600377 Ninghu Expressway 90,500.00 294,000.00 0 22,000.00 Financial ass ets available for sale Agreeme nt transfer Total 73,580,941.63 380,606,691.63 0 174,867,000.00 3.5.5Equity of non-listed financial enterprises held by the Company √Applicable □Inapplicable Unit: RMB Yuan Name Initial investment amount Number of shares held Equity proportion in that of this company Book value at the period-end Profit and loss in the report period Change in the owners’ equity in the report period Subject for accounting calculation Source of shares Bank of Jiangsu 38,000,000.00 38,000,000 0.48% 38,000,000.00 0.00 0.00 long-term equity investment sponsor shares Total 38,000,000.00 38,000,000 - 38,000,000.00 0.00 0.00 - - 3.5.6 Significant Contract in the reporting period □Applicable √Inapplicable 3.5.7 Particulars about reception of researches, communications and interviews in the report period √Applicable □Inapplicable Reception time Reception place Reception way Visitor Main contents of discussion and information provided 5 Feb. 2009 The 3rd meeting room of the Company By field research Fortune SGAM Fund Management Co., LTD. SYWG BNP Paribas Asset Management Co., Ltd Macro-economic influence on the Company and the Company’s main operation, as well as future development 6 Feb. 2009 The 3rd meeting room of the Company By field research Changjiang securities ICBCCS Macro-economic influence on the Company and the Company’s main operation, as well as future development 9 Feb. 2009 The 3rd meeting room of the By field research Guosen securities The Company’s mainThe First Quarterly Report 2009 of Changchai Company Limited 6 Company operation, as well as future development Board of Directors of Changchai Company, Limited Apr. 24, 2009The First Quarterly Report 2009 of Changchai Company Limited 7 Financial Statement Balance Sheet Prepared by Changchai Company, Limited 31 Mar. 2009 Unit: RMB Yuan Amount at the period-end Amount at the period-begin Items Consolidation Parent company Consolidation Parent company Current Assets: Monetary funds 578,429,098.36 539,464,915.09 402,778,967.15 378,820,707.08 Settlement fund reserve Dismantle fund Transaction financial asset 21,645,000.00 21,645,000.00 Notes receivable 16,659,276.74 15,729,276.74 27,121,088.60 26,721,088.60 Account receivable 341,792,978.84 303,089,390.20 204,208,036.51 160,990,383.74 Account paid in advance 16,665,088.10 13,276,306.97 9,683,253.18 8,569,751.19 Premium receivables Receivables from reinsures Reinsurance contract reserve receivables Interest receivable Other account receivable 26,447,920.80 26,163,553.54 28,063,069.38 27,899,889.79 Financial assets purchased under agreements to resell Inventories 134,531,468.98 105,105,496.55 323,777,713.81 289,425,993.52 Non-current assets due within 1 year 0.00 0.00 Other current assets 162,309.44 Total current assets 1,114,688,141.26 1,002,828,939.09 1,017,277,128.63 914,072,813.92 Non-current assets: Loans and advance Available for sale financial assets 348,900,250.00 348,900,250.00 174,033,250.00 174,033,250.00 Held to maturity investments 0.00 0.00 Long-term account receivable 0.00 0.00 Long-term equity investment 93,179,255.93 143,519,055.93 93,179,255.93 143,519,055.93 Investing property 72,187,330.43 72,187,330.43 72,739,415.63 72,739,415.63 Fixed asset 370,762,256.43 313,862,409.46 364,125,318.48 308,323,648.71 Project in construction 68,878,580.41 65,606,037.01 69,705,698.81 67,525,098.81 Engineering material Fixed asset disposal Bearer biological asset Oil assets Intangible assets 105,404,080.79 103,073,999.71 106,102,470.72 103,756,831.97The First Quarterly Report 2009 of Changchai Company Limited 8 Development expense Goodwill Long-term expense to be apportioned Deferred tax assets 620,237.12 620,237.12 620,237.12 620,237.12 Other non-current assets Total of non-current assets 1,059,931,991.11 1,047,769,319.66 880,505,646.69 870,517,538.17 Total of assets 2,174,620,132.37 2,050,598,258.75 1,897,782,775.32 1,784,590,352.09 Current liabilities: Short-term borrowings 51,200,000.00 51,200,000.00 Borrowing from Central Bank Deposits and due to banks and other financial institutions Placements from banks and other financial institutions Transaction financial liabilities Notes payable 153,238,400.00 136,150,000.00 136,103,600.00 126,990,000.00 Account payable 325,708,053.45 300,564,049.67 361,368,076.43 334,431,191.26 Account received in advance 52,711,403.74 52,565,000.86 24,690,165.89 24,543,763.01 Financial assets sold under agreements to repurchase Handling charges and commission payable Employee’s compensation payable 6,040,186.80 3,597,460.95 25,369,781.88 21,831,003.69 Tax payable -9,650,187.10 -7,084,051.64 -29,212,801.62 -27,781,020.54 Interest payable Other account payable Dividend payable 128,501,550.12 125,848,752.28 88,548,123.52 89,518,212.18 Due to reinsures Insurance contract reserve Customer deposits Amount payables under security underwriting Non-current liabilities due within 1 year 0.00 0.00 Other current liabilities 7,075,231.90 3,250,004.97 4,654,904.31 3,771,298.47 Total current liabilities 714,824,638.91 614,891,217.09 662,721,850.41 573,304,448.07 Non-current liabilities: Long-term borrowings 62,000,000.00 62,000,000.00 42,000,000.00 42,000,000.00The First Quarterly Report 2009 of Changchai Company Limited 9 Debentures payable Long-term payables Specific purpose account payables 690,000.00 690,000.00 690,000.00 690,000.00 Provisions for contingent liabilities Deferred tax liabilities 76,756,437.50 76,756,437.50 37,149,762.50 37,149,762.50 Other non-current liabilities Total non-current liabilities 139,446,437.50 139,446,437.50 79,839,762.50 79,839,762.50 Total liabilities 854,271,076.41 754,337,654.59 742,561,612.91 653,144,210.57 Owner’s equity Share capital 374,249,551.00 374,249,551.00 374,249,551.00 374,249,551.00 Capital surplus 403,634,436.26 413,313,622.45 272,484,186.26 282,163,372.45 Less: Treasury Stock Reserved fund 240,369,344.92 240,369,344.92 240,369,344.92 240,369,344.92 General risk provision Retained earnings 294,706,396.43 268,328,085.79 260,783,005.94 234,663,873.15 Foreign exchange difference Total owners' equity attributable to holding company 1,312,959,728.61 1,296,260,604.16 1,147,886,088.12 1,131,446,141.52 Minority interest 7,389,327.35 7,335,074.29 Total owner’s equity 1,320,349,055.96 1,296,260,604.16 1,155,221,162.41 1,131,446,141.52 Total liabilities and owner’s equity 2,174,620,132.37 2,050,598,258.75 1,897,782,775.32 1,784,590,352.09 Income Statement Prepared by Changchai Company, Limited Jan.-Mar. 2009 Unit: RMB Yuan Amount of this period Amount of last period Items Consolidation Parent company Consolidation Parent company I. Total sales 623,404,066.93 646,619,794.64 617,446,219.98 624,698,235.51 Including: Sales 623,404,066.93 646,619,794.64 617,446,219.98 624,698,235.51 Interests income Premium income Handling charges and commission income II. Total cost of sales 602,423,773.29 623,347,762.12 599,938,175.83 607,947,551.88 Including: Cost of sales 556,267,223.99 582,625,411.77 552,087,411.73 564,654,528.81 Interests expenses Handling charges and commission expenses Claim expenses-netThe First Quarterly Report 2009 of Changchai Company Limited 10 Provision for insurance liability reserve Expenses for reinsurance accepted Payments on surrenders Policyholder dividends Taxes and associate charges 32,212.93 126,863.37 Selling and distribution expenses 21,296,915.14 20,636,519.28 20,808,650.10 20,114,232.20 Administrative expenses 26,501,942.64 22,836,588.64 30,521,201.10 27,427,878.46 Financial expense -1,674,521.41 -2,750,757.57 -3,605,950.47 -4,249,087.59 Impairment loss Add: gain/(loss) from change in fair value (“-” means loss) -9,990,000.00 -9,990,000.00 Gain/(loss) from investment (“-” means loss) 14,709,375.00 14,709,375.00 0.00 0.00 Including: income form investment on affiliated enterprise and jointly enterprise Foreign exchange difference (“-” means loss) III. Business profit (“-” means loss) 35,689,668.64 37,981,407.52 7,518,044.15 6,760,683.63 Add: non-business income 4,553,275.43 1,875,690.50 1,318,259.61 847,376.49 Less: non-business expense 2,587,956.77 2,515,541.63 2,974,840.87 2,974,840.87 Including: loss from non-current asset disposal IV. Total profit (“-” means loss) 37,654,987.30 37,341,556.39 5,861,462.89 4,633,219.25 Less: Tax expense 3,677,343.75 3,677,343.75 -2,497,500.00 -2,497,500.00 V. Net profit (“-” means loss) 33,977,643.55 33,664,212.64 8,358,962.89 7,130,719.25 Attributable to parent company 33,923,390.49 33,664,212.64 8,073,280.59 7,130,719.25 Minority interest 54,253.06 285,682.30 VI. Earnings per share (I) basic earnings per share 0.09 0.02 (II) diluted earnings per share 0.09 0.02The First Quarterly Report 2009 of Changchai Company Limited 11 Cash Flow Statement Prepared by Changchai Company, Limited Jan.- Mar. 2009 Unit: RMB Yuan Amount of this period Amount of last period Items Consolidation Parent company Consolidation Parent company 1. Cash flows for operating activities: Cash received from sales of goods or rending of services 725,882,550.39 709,078,803.47 631,584,789.76 647,698,264.22 Cash received on deposits and from banks and other financial institutions Net increased cash received on borrowings from central bank Cash received on placements from other financial institutions Premium received Cash received from reinsurance Net increased amount received on policyholder deposit and investment Cash received from disposal of held for trading financial assets Interests, handling charges and commission received Cash received on placements from bank, net Cash received under repurchasing, net Refund of tax and fare received 2,402,342.35 Other cash received relating to operating activities 3,757,117.69 3,632,949.79 2,358,780.74 2,096,460.85 Sub-total of cash inflows 732,042,010.43 712,711,753.26 633,943,570.50 649,794,725.07 Cash paid for goods and services 497,890,362.12 500,715,993.20 587,782,105.71 601,368,302.86 Loans and advances drawn Cash paid to central bank, banks and other financialThe First Quarterly Report 2009 of Changchai Company Limited 12 institutions, net Claims paid Interests, handling charges and commission paid Dividends paid to policyholders Cash paid to and on behalf of employees 44,790,369.84 40,282,634.22 49,560,259.46 45,044,010.58 Tax and fare paid 2,202,793.17 1,432,473.98 2,982,589.13 2,439,252.32 Other cash paid relating to operating activities 10,791,498.61 10,586,583.96 10,624,890.61 9,826,423.52 Sub-total of cash outflows 555,675,023.74 553,017,685.36 650,949,844.91 658,677,989.28 Net cash flow from operating activities 176,366,986.69 159,694,067.90 -17,006,274.41 -8,883,264.21 2. Cash Flows from Investment Activities: Cash received from return of investments Cash received from investment income 14,709,375.00 14,709,375.00 Net cash received from disposal of fixed assets, intangible assets and other long-term assets 98,254.30 98,254.30 105,522.40 105,522.40 Proceeds from sale of subsidiaries and other operating units Other cash received relating to investment activities Sub-total of cash inflows 14,807,629.30 14,807,629.30 105,522.40 105,522.40 Cash paid for acquiring fixed assets, intangible assets and other long-term assets 33,727,894.09 32,635,950.69 43,218,945.53 42,439,587.70 Cash paid for acquiring investments Net cash used in loans Net cash used in acquiring subsidiaries and other operating units Other cash paid relating to investment activities Sub-total of cash outflows 33,727,894.09 32,635,950.69 43,218,945.53 42,439,587.70 Net cash flow from investing activities -18,920,264.79 -17,828,321.39 -43,113,423.13 -42,334,065.30 3. Cash Flows fromThe First Quarterly Report 2009 of Changchai Company Limited 13 Financing Activities: Cash received from absorbing investment Including: Cash received from increase in minority interest Cash received from borrowings 25,500,000.00 20,000,000.00 0.00 0.00 Cash received from issuing debentures Other proceeds relating to financing activities 5,174,043.63 5,174,043.63 Sub-total of cash inflows 25,500,000.00 20,000,000.00 5,174,043.63 5,174,043.63 Cash paid for settling debt 5,500,000.00 4,000,000.00 Cash paid for distribution of dividends or profit or reimbursing interest 1,796,590.69 1,221,538.50 1,504,856.72 926,691.83 Including: dividends or profit paid to minority interest Other cash payments relating to financing activities Sub-total of cash outflows 7,296,590.69 1,221,538.50 5,504,856.72 926,691.83 Net cash flow from financing activities 18,203,409.31 18,778,461.50 -330,813.09 4,247,351.80 4. Effect of foreign exchange rate changes 5. Increase in cash and cash equivalents 175,650,131.21 160,644,208.01 -60,450,510.63 -46,969,977.71 Add : Cash and cash equivalents at year-begin 402,778,967.15 378,820,707.08 443,234,034.61 417,975,515.87 6.Cash and cash equivalents at the end of the year 578,429,098.36 539,464,915.09 382,783,523.98 371,005,538.16